1

                              AMENDED AND RESTATED
                          2004 STOCK COMPENSATION PLAN


1.    PURPOSE OF PLAN

      1.1 This  Amended and Restated  2004  Compensation  Plan, a  non-qualified
Employee Stock Option Compensation Plan, (the "Plan") of Amazon Biotech, Inc., a
Utah  corporation  formerly  known  as Asyst  Corporation  (the  "Company")  for
employees,  directors and other persons associated with the Company, is intended
to advance the best interests of the Company by providing those persons who have
a  substantial  responsibility  for its  management  and growth with  additional
incentive and by  increasing  their  proprietary  interest in the success of the
Company,  thereby  encouraging  them to maintain  their  relationships  with the
Company.  Further,  the  availability  and offering of stock  options and common
stock under the Plan supports and increases the Company's ability to attract and
retain  individuals  of  exceptional  talent upon whom,  in large  measure,  the
sustained progress, growth and profitability of the Company depends.

2.    DEFINITIONS

      2.1 For Plan  purposes,  except where the context might  clearly  indicate
otherwise, the following terms shall have the meanings set forth below:

      "Board" shall mean the Board of Directors of the Company.

      "Committee" shall mean the Compensation Committee, or such other committee
appointed by the Board,  which shall  designated by the Board to administer  the
Plan, or the Board if no committees have been  established.  The Committee shall
composed of three or more persons as from time to time are appointed to serve by
the Board.  Each  member of the  Committee,  while  serving as such,  shall be a
disinterested  person  with the  meaning  of Rule  16b-3  promulgated  under the
Securities Exchange Act of 1934 (the "Exchange Act").

      "Common Stock" shall mean the Company's Common Stock, $0.001 par value per
share or such  other  shares or  securities  in the event  that the  outstanding
Common Stock are hereafter changed into or exchanged for different securities of
the Company.

      "Company" shall mean Amazon  Biotech,  Inc., a Utah  corporation,  and any
parent or  subsidiary  corporation  of Amazon  Biotech,  Inc., as such terms are
defined in Sections 425(e) and 425(f),  respectively,  of Internal  Service Code
(the "Code").

      "Fair Market" shall mean, with respect to the date a given stock option is
granted or  exercised,  the  average of the highest  and lowest  reported  sales
prices of the Common Stock, as reported by such responsible  reporting  services
as the  Committee  may select,  or if there were no  transactions  in the Common
Stock on such day, then the last preceding day on which transactions took place.
The above  withstanding,  the  Committee  may determine the Fair Market Value in
such  other  matter as it may deem more  equitable  for Plan  purposes  or as is
required by applicable laws or regulations.

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      "Optionee"  shall mean an employee of the company who has been granted one
or more Stock Option under the Plan.

      "Optionee  Shares"  shall mean shares of Common  Stock which are issued by
the Company pursuant to Section 5, below.

      "Common  Stockholder" means the employee of, consultant to, or director of
the Company or other person to whom shares of Common  Stock are issued  pursuant
to this Plan.

      "Common  Stock  Agreement"  means  an  agreement   executed  by  a  Common
Stockholder and the Company as  contemplated by Section 5, below,  which imposes
on the shares of Common Stock held by the Common  Stockholder such  restrictions
as the Board or Committee deem appropriate.

      "Stock  Option" or  "Non-Qualified  Stock  Option" or "NQSO"  shall mean a
stock option granted pursuant to the terms of the Plan.

      "Stock Option  Agreement" shall mean the agreement between the Company and
the Optionee under which the Optionee may purchase Common Stock hereunder.

3.    ADMINISTRATION OF THE PLAN

      3.1 The Committee shall administer the Plan and accordingly, it shall have
full power to grant Stock Options and Common  Stock,  construe and interpret the
Plan,  establish rules and regulations and perform all other acts, including the
delegation of administrative responsibilities, it believes reasonable an proper.

      3.2 The  determination  if those  eligible  to receive  Stock  Options and
Common  Stock,  and the amount,  type and timing of each grant and the terms and
conditions of the respective stock option agreement and other stock compensation
agreements  shall rest in the sole  discretion o the  Committee,  subject to the
provisions of the Plan.

      3.3 The Committee  may cancel any Stock Options  awarded under the Plan if
an Optionee  conducts  himself in a manner which the Committee  determines to be
inimical  to the best  interest  of the  Company,  as set  forth  more  fully in
paragraph 8 of Article 11 of the Plan.

      3.4 The Board,  or the  Committee,  may  correct  any  defect,  supply any
omission or reconcile  any  inconsistency  in the Plan,  or in any granted Stock
Option, in the manner and to the extent it shall deem necessary to carry it into
effect.

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      3.5 Any decision  made,  or action  taken,  by the  Committee or the Board
arising out of or in connection with the  interpretation  and  administration of
the Plan shall be final and conclusive.

      3.6  Meetings of the  Committee  shall be held at such times and places as
shall be determined by the Committee. A majority of the members of the Committee
shall  constitute a quorum for the  transaction  of business,  and the vote of a
majority of those  members  present at any  meeting  shall  decide any  question
brought  before that  meeting.  In addition,  the  Committee may take any action
otherwise  proper  under  the Plan by the  affirmative  vote,  taken  without  a
meeting, of a majority of its members.

      3.7 No member of the Committee  shall be liable for any act or omission of
any other  member of the  Committee  or for any act or omission on his own part,
including,  but not limited to, the exercise of any power or discretion given to
him under the Plan,  except those  resulting  from his own gross  negligence  or
willful misconduct.

      3.8 The  Company,  through its  management,  shall  supply full and timely
information  to the  Committee  on all matters  relating to the  eligibility  of
Optionees,  their  duties  and  performance,  and  current  information  on  any
Optionee's  death,  retirement,  disability or other  termination of association
with the Company,  and such other  pertinent  information  as the  Committee may
require.  The Company shall  furnish the Committee  with such clerical and other
assistance as is necessary in the performance of its duties hereunder.

4.    SHARES SUBJECT TO THE PLAN

      4.1 The total  number of shares of the  Company  available  for  grants of
Stock Options and  Compensation  Stock under the Plan shall be Five Million Five
Hundred Thousand (5,500,000) shares, subject to adjustment for the anti-dilutive
provisions in accordance with Article 7, of the Plan, which shares may be either
authorized but unissued or reacquired Common Stock of the Company.

      4.2 If a Stock Option or portion  thereof  shall expire ore  terminate for
any reason  without  having been  exercised  in full,  the  un-purchased  shares
covered by such NQSO shall be available for future grants of Stock Options.

5.    AWARD OF COMMON STOCK

      5.1 The Board or Committee from time to time, in its absolute  discretion,
may (a) award Common Stock to employees of, consultants to, and directors of the
Company,  and such other persons as the Board or Committee  may select,  and (b)
permit  Holders of Common Stock  Options to exercise  such Options prior to full
vesting  therein and hold the Common Stock issued upon exercise of the Option as
Common  Stock.  In either such event,  the owner of such Common Stock shall hold
such stock  subjects  to such  vesting  schedule as the Board or  Committee  may
impose or such vesting  schedule to which the Option was subject,  as determined
in the discretion of the Board or Committee.

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      5.2  Common  Stock  shall  be  issued  only  pursuant  to a  Common  Stock
Agreement, which shall be executed by the Common Stockholder and the Company and
which shall contain such terms and  conditions  as the Board or Committee  shall
determine  consistent with this Plan, including such restrictions on transfer as
are imposed by the Common Stock Agreement.

      5.3 Upon delivery of the shares of Common Stock to the Common Stockholder,
below, the Common Stockholder shall have, unless otherwise provided by the Board
or  Committee,  all the rights of a  stockholder  with  respect to said  shares,
subject to the restrictions in the Common Stock  Agreement,  including the right
to receive all  dividends and other  distributions  paid or made with respect to
the Common Stock.

      5.4 Notwithstanding anything in this Plan or any Common Stock Agreement to
the contrary, no Common Stockholders may sell or otherwise transfer,  whether or
not for  value,  any of the Common  Stock  prior to the date on which the Common
Stockholder is vested therein.

      5.5 All  shares of Common  Stock  issued  under this Plan  (including  any
shares of Common Stock and other securities issued with respect to the shares of
Common Stock as a result of stock dividends,  stock splits or similar changes in
the capital  structure of the Company) shall be subject to such  restrictions as
the Board or Committee shall provide,  which  restrictions may include,  without
limitations,  restrictions  concerning  voting  rights,  transferability  of the
Common Stock and restrictions  based on duration of employment with the Company,
Company  performance  and  individual  performance;  provided  that the Board or
Committee  may,  on  such  terms  and  conditions  as  it  may  determine  to be
appropriate,  remove any or all of such  restrictions.  Common  Stock may not be
sold or encumbered until all applicable  restrictions have terminated or expire.
The  restrictions,  if an,  imposed by the Board or Committee of the Board under
this Section 5 need not be identical for all Common Stock and the  imposition of
any  restrictions  with  respect  to any  Common  Stock  shall not  require  the
imposition  of the same or any  other  restrictions  with  respect  to any other
Common Stock.

      5.6 Each Common Stock  Agreement shall provide that the Company shall have
the right to repurchase  from the Common  Stockholder  the unvested Common Stock
upon a termination of employment,  termination of directorship or termination of
a consultancy arrangement, as applicable, at a cash price per share equal to the
purchase price paid by the Common Stockholder for such Common Stock.

      5.7  In the  discretion  of the  Board  or  Committee,  the  Common  Stock
Agreement  may provide  that the Company  shall have the right of first  refusal
with respect to the Common  Stock and a right to  repurchase  the vested  Common
Stock  upon a  termination  of the  Common  Stockholder's  employment  with  the
Company, the termination of the Common Stockholder's consulting arrangement with
the Company,  the termination of Common  Stockholder's  service on the Company's
Board, or such other events as the Board or Committee may deem appropriate.

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      5.8 The Board or Committee shall cause a legend or legends to be placed on
certificates   representing   shares  of  Common   Stock  that  are  subject  to
restrictions  under Common Stock Agreements,  which legend or legends shall make
appropriate reference to the applicable restrictions.

6.    STOCK OPTION TERM AND CONDITIONS

      6.1 Consistent  with the Plan's  purpose,  Stock Options may be granted to
non-employee directors of the Company or other persons who are performing or who
have been engaged to perform  services of special  importance to the management,
operation or development of the Company.

      6.2 All Stock  Options  granted  under the Plan shall be  evidenced  by an
agreement which shall be subject to applicable  provisions of the Plan, and such
other provisions as the Committee may adopt,  including the provisions set forth
in paragraphs 2 through 11 of this Section 6, in the form  substantially  in the
form as the Stock Option  Agreement as that attached to this Plan as Exhibit "A"
(the "Stock Option Agreement").

      6.3 All Stock Options  granted  hereunder must be granted within ten years
from  the  earlier  of the  date of this  Plan is  adopted  or  approved  by the
Company's shareholders.

      6.4 No Stock Option  granted to any employee or 10%  Shareholder  shall be
exercisable  after  the  expiration  of ten  years  from the date  such  NQSO is
granted. The Committee,  in its discretion,  may provide that an Option shall be
exercisable during such ten-year period or during any lesser period of time.

            The Committee may establish  installment  exercise terms for a Stock
Option such that the NQSO becomes  fully  exercisable  in a series of cumulating
portions.  If an Optionee shall not, in any given installment  period,  purchase
all the Common  Stock which such  Optionee  is entitled to purchase  within such
installment  period,  such  Optionee's  right to purchase  any Common  Stock not
purchased in such  installment  period shall  continue  until the  expiration or
sooner  termination of such NQSO. The Committee may also accelerate the exercise
of any NQSO,  with mutual  written  consent of the holders of any Stock Options.
However, no NQSO, or any portion thereof, may exercisable until thirty (30) days
following date of grant ("30-Day Holding Period.").

      6.5 A Stock Option, or portion thereof,  shall be exercised by delivery of
(i) a written notice of exercise to the Company  specifying the number of Common
Stock to be purchased,  and (ii) payment of the full price of such Common Stock,
as fully set forth in paragraph 6 of this Section 6.

            No NQSO or  installment  thereof  shall be  exercisable  except with
respect to whole shares,  and fractional  shares  interest shall be disregarded.
Not less than 100 Common  Stock may be  purchased  at one time unless the number
purchased is the total number at the time available for purchase under the NQSO.
Until  the  Common  Stock  represented  by an  exercised  NQSO are  issued to an
Optionee, he shall have none of the rights of a shareholder.

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      6.6 The exercise price of a Stock Option, or portion thereof, may be paid:

            A.  In  United  States  dollars,  in  cash  or by  cashier's  check,
certified check, bank draft or money order,  payable to the order of the Company
in an amount equal to the option price; or

            B. At the discretion of the Committee,  through the delivery of full
paid and nonassessable  Common Stock, with an aggregate Fair Market Value on the
date the NQSO is exercised  equal to the option  price,  provided  such tendered
Shares  have been  owned by the  Optionee  for at least  one year  prior to such
exercise; or

            C. By a combination of both A and B above; or

            D. By a secured  Promissory Note,  secured by equity approved by the
Committee. The Committee shall determine acceptable methods for tendering Common
Stock as payment upon exercise of a Stock Option and may impose such limitations
and  prohibitions  on the use of Common  Stock to exercise an NQSO,  as it deems
appropriate.

      6.7 With the Optionee's consent, the Committee may cancel any Stock Option
issued under this Plan and issue a new NQSO to such Optionee.

      6.8 Except by will or the laws of descent  and  distribution,  no right or
interest  in any Stock  Option  granted  under the Plan shall be  assignable  or
transferable,  and no right or interest of any Optionee  shall be liable for, or
subject to, any lien,  obligation  or liability of the  Optionee.  Stock Options
shall be exercisable during the Optionee's  lifetime only by the Optionee or the
duly appointed legal representative of an incompetent Optionee.

      6.9 If the Optionee shall die while  associated with the Company or within
three months after termination of such association,  the personal representative
or  administrator  of the  Optinee's  estate  or the  person(s)  to whom an NQSO
granted  hereunder  shall  have  been  validly  transferred  by  such  personal,
representative  or administrator  pursuant to the Optionee's will or the laws of
descent and distribution, shall have the right to exercise the NQSO for one year
after the date of such  termination  of employment by death,  and (ii) such NQSO
was not exercised,  and (iii) the exercise period may not be extended beyond the
expiration of the term of the Option.

            No transfer  of a Stock  Option by the will of an Optionee or by the
laws of descent and  distribution  shall be effective to bind by Company  unless
the  Company  shall  have   furnished   with  written   notice  thereof  and  an
authenticated  copy of the will and/or such other  evidence as the Committee may
deem  necessary to establish  the validity o the transfer and the  acceptance by
the transferee or transferee of the terms and conditions of such Stock Option.

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      In the event of death following termination of the Optionee's  association
with  the  Company  while  any  portion  of an  NQSO  remains  exercisable,  the
Committee,  in its  discretion,  may provide for an  extension  of the  exercise
period  of up to one  year  after  the  Optionee's  death  but  not  beyond  the
expiration of the term of the Stock Option.

      6.10 Any Optionee who disposes of Common Stock acquired on the exercise of
a NQSO by sale or  exchange  either (i)  within two years  after the date of the
grant of the NQSO under  which the stock was  acquired,  or (ii) within one year
after  the  acquisition  of  such  Shares,  shall  notify  the  Company  of such
disposition  and of the amount realized upon such  disposition.  The transfer of
Common Stock may also be made under applicable  provisions of the Securities Act
of 1933, as amended.

7.    ADJUSTMENTS OR CHANGES IN CAPITALIZATION

      7.1 In the event that the  outstanding  Common  Stock of the  Company  are
hereafter  changed into or exchanged for a different number or kind of shares or
other  securities  of the  Company  by reason of  merger,  consolidation,  other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend:

            A. Prompt, proportionate,  equitable, lawful and adequate adjustment
shall be made of the  aggregate  number  and  kind of  shares  subject  to Stock
Options which may be granted under the Plan,  such that the Optionee  shall have
the right to  purchase  such Common  Stock as may be issued in exchange  for the
Common Stock purchasable on exercise of the NQSO has such merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock  split-up  or stock  dividend  not taken  place,  provided  however  that,
notwithstanding  anything in this Plan to the contrary the number of Plan shares
shall not be affected or altered in any way by reason of a reverse  split of the
Company's Common Stock;

            B.  Rights  under  unexercised  Stock  Options or  portions  thereof
granted  prior to any such  change,  both as to the number or kind of shares and
the exercise  price per share,  shall be adjusted  appropriately,  provided that
such  adjustments  shall be made  without  change  in the total  exercise  price
applicable to he unexercised  portion of such NQSO's but by an adjustment in the
price  for  each  share   covered  by  such  NQSO's,   provided   however  that,
notwithstanding anything in this Plan to the contrary, the number of Plan Shares
shall not be affected or altered in any way by reason of a reverse  split of the
Company's Common Stock;

            C. Upon any  dissolution or liquidation of the Company or any merger
or  combination  in which  the  Company  is not a  surviving  corporation,  each
outstanding  Stock Option granted  hereunder shall  terminate,  but the Optionee
shall have the right, immediately prior to such dissolution, liquidation, merger
or combination,  to exercise his NQSO in whole part, to the extent that it shall
not have been exercised,  without regard to any installment  exercise provisions
in such NQSO.

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            D.   Pursuant   to  Title   17,   Chapter   II,   Part   230.416(a),
notwithstanding anything contained in the Plan to cover the contrary,  including
any  adjustments  discussed  in this  Paragraph  7,  the  Plan  Shares  shall be
anti-dilutive  in the event of a reverse  stock  split by the  Company,  i.e.  a
reverse  stock split by the Company  shall not affect or result in any reduction
in the number of Plan Shares remaining in the Plan at the effective time of such
reverse stock split(s).

      7.2  The  foregoing  adjustments  and the  manner  of  application  of the
foregoing  provisions  shall  be  determined  solely  by  the  Committee,  whose
determination as to what adjustments shall be made and the extent thereof, shall
be final, binding and conclusive. No fractional Shares shall be issued under the
Plan on account of any such adjustments.

8.    MERGER, CONSOLIDATION OR TENDER OFFER

      8.1 If the Company shall be a party to a binding  agreement to any merger,
consolidation or  reorganization  or sale of substantially all the assets of the
Company, each outstanding Stock Option shall pertain and apply to the securities
and/or property which a shareholder of the number of Common Stock of the Company
subject  to the NQSO  would be  entitled  to receive  pursuant  to such  merger,
consolidation or reorganization or sales of assets.

      8.2 In the event that:

            A. Any person other than the Company  shall acquire more than 20% of
the  Common  Stock of the  Company  through a tender  offer,  exchange  offer or
otherwise;

            B. A change in the "control" of the Company occurs,  as such term is
defined in Rule 405 under the Securities Act of 1933;

            C. There shall be a sale of all or  substantially  all of the assets
of the Company;

any then  outstanding  Stock  Option held by an  Optionee,  who is deemed by the
Committee to be a statutory  officer  ("Insider")  for purposes of Section 16 of
the Securities  Act of 1934 shall be entitled to receive,  subject to any action
by the Committee  revoking such an entitlement as provided for below, in lieu of
exercise of such Stock Option, to the extent that it is then exercisable, a cash
payment in an amount  equal to the  difference  between the  aggregate  exercise
price  such  NQSO,  or  portion  thereof,  and,  (i) in the event of an offer or
similar  event,  the final offer price per share paid for Common Stock,  or such
lower price as the  Committee may determine to conform an option to preserve its
Stock Option  status,  times and number of Common  Stock  covered by the NQSO or
portion  thereof,  or (ii) in the case of an event covered by B or C above,  the
aggregate  Fair  Market of the  Common  Stock  covered  by the Stock  Option,  s
determined by the Committee at such time.

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      8.3 Any  payment  which  the  Company  is  required  to make  pursuant  to
paragraph 8.2 of this Section 8 shall be made within 15 business days, following
the event which results in the Optionee's right to such payment. In the event of
a tender offer in which fewer than all the shares which are validly  tendered in
compliance  with such are purchased or exchanged,  then only that portion of the
shares covered by an NQSO as results from multiplying such shares by a fraction,
the numerator of which is the number of Common Stock tendered in compliance with
such offer shall be used to determine the payment thereupon.  To the extent that
all or any portion of a Stock Option shall be affected by this provision, all or
such portion of the NQSO shall be terminated.

      8.4  Notwithstanding  paragraphs  8.1  and  8.3 of  this  Section  8,  the
Committee  may,  by  unanimous  vote and  resolution,  unilaterally  revoke  the
benefits of the above provisions;  provided, however, that such vote is taken no
later than ten business days following  public  announcement of the intent of an
offer or the change of control, whichever occurs earlier.

9.    AMENDMENT AND TERMINATION OF PLAN

      9.1 The Board may at any time, and from time to time, suspend or terminate
the Plan in whole or in part or amend it from time to time in such  respects  as
the Board may deem appropriate and in the best interest of the Company.

      9.2 No amendment,  suspension or termination  of this Plan shall,  without
the Optionee's  consent,  alter or impair any of the rights or obligations under
any Stock Option theretofore granted to him under the Plan.

      9.3 The Board may amend the Plan,  subject to the limitations cited above,
in such manner as it deems  necessary  to permit the  granting of Stock  Options
meeting the requirements of future amendments or issued regulations,  if any, to
the Code.

      9.4 No NQSO may be  granted  during  any  suspension  of the Plan or after
termination of the Plan.

10.   GOVERNMENT AND OTHER REGULATIONS

      10.1 The  obligation of the Company to issue,  transfer and deliver Common
Stock  for  Stock  Options  exercised  under the Plan  shall be  subject  to all
applicable laws, regulations,  rules, orders and approval which shall then be in
effect and  required by the relevant  stock  exchanges on which the Common Stock
are traded and by government  entities as set forth below or as the Committee in
its  sole  discretion  shall  deem  necessary  or  advisable.  Specifically,  in
connection  with the  Securities  Act of 1933, as amended,  upon exercise of any
Stock Option, the Company shall not be required to issue Common Stock unless the
Committee  has  received  evidence  satisfactory  to it to the  effect  that the
Optionee  will not  transfer  such  shares  except  pursuant  to a  registration
statement in effect under such Act or unless an opinion of counsel  satisfactory
to the  Company  has been  received  by the  Company  to the  effect  that  such
registration  is not  required.  Any  determination  in this  connection  by the
Committee shall be final, binding and conclusive.  The Company may, but shall in
no event be obligated,  to take any other  affirmative  action in order to cause
the exercise of a Stock Option ore the issuance of Common Stock pursuant thereto
to comply with any law or regulation of any government authority.

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11.   MISCELLANEOUS PROVISIONS

      11.1 No person  shall have any claim or right to be granted a Stock Option
or Common  Stock under the Plan,  and the grant of an NQSO or Common Stock under
the Plan shall not be construed as giving an Optionee or Common  Stockholder the
right to be retained by the Company. Furthermore, the Company expressly reserves
the right at any time to terminate  its  relationship  with an Optionee  with or
without cause,  free from any liability,  or any claim under the Plan, except as
provided herein, in an option agreement, or in any agreement between the Company
and the Optionee.

      11.2  Any  expenses  of  administering  this  Plan  shall  be borne by the
Company.

      11.3 The payment received from Optionee from the exercise of Stock Options
under the Plan shall be used for the general corporate purposes of the Company.

      11.4 The  place of  administration  of the Plan  shall be in the  State of
California, and the validity, construction,  interpretation,  administration and
effect of the Plan and of its rules and regulations,  and rights relating to the
Plan,  shall be determined  solely in  accordance  with the laws of the State of
California.

      11.5  Without  amending  the Plan,  grants may be made to persons  who are
foreign  nationals or employed outside the United States, or both, on such terms
and  conditions,  consistent  with the  Plan's  purpose,  different  from  those
specified in the Plan as may, in the judgment of the Committee,  be necessary or
desirable to create  equitable  opportunities  given  differences in tax laws in
other countries.

      11.6 In addition, to such other rights of indemnification as they may have
as members of the Board or the Committee,  the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in  connection  with  any  action,  taken  or  failure  to act  under or in
connection with the Plan or any Stock Option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by  independent  legal  counsel  selected  by the  Company)  or  paid by them in
satisfaction  of a judgment in any such  action,  suit or  proceeding,  except a
judgment base upon a finding of a bad faith;  provided that upon the institution
of any such action,  suit or proceeding a Committee  member  shall,  in writing,
given the Company  notice  thereof and an  opportunity,  at its own expense,  to
handle and defend the same, with counsel acceptable to the Optionee, before such
Committee member undertakes to handle and defend it on his own behalf.

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      11.7 Stock  Options may be granted  under this Plan from time to time,  in
substitution  for stock options held by employees of other  corporations who are
about  to  become  employees  of  the  Company  as the  result  of a  merger  or
consolidation  of the employing  corporation with the Company or the acquisition
by the  Company  of  stock of the  employing  corporation  as a result  which it
becomes a subsidiary of the Company.  The terms and conditions set forth in this
Plan to such  extent as the Board of  Directors  of the  Company  at the time of
grant may be deem appropriate to conform, in whole or in part, to the provisions
of the stock  options in  substitution  for which they are granted,  but no such
variations  shall be such as to affect the status of any such  substitute  stock
options as a stock option under Section 422A of the Code.

      11.8  Notwithstanding  anything  to  the  contrary  in  the  Plan,  of the
Committee  finds by a  majority  vote,  after  full  consideration  of the facts
presented on behalf of both the Company and the Optionee,  that the Optionee has
been engaged in fraud,  embezzlement,  theft,  insider  trading in the Company's
stock,  commission  of a  felony  or  proven  dishonesty  in the  course  of his
association  with the Company or any  subsidiary  corporation  which damaged the
Company or any subsidiary  corporation,  or for disclosing  trade secrets of the
Company  or  any  subsidiary  corporation  ,  the  Optionee  shall  forfeit  all
unexercised  Stock Options and all exercised  NQSO's under which the Company has
not yet delivered the  certificates  and which have been earlier  granted to the
Optionee by the  Committee.  The decision of the Committee as to the cause of an
Optionee's  discharge  and the damage  done to the  Company  shall be final.  No
decision of the Committee,  however,  shall affect the finality of the discharge
of such Optionee by the Company or any subsidiary corporation in any manner.

12.   WRITTEN ASSIGNMENT

            12.1 Each Stock  Option  granted  hereunder  shall be  embodied in a
written  Stock  Option  Agreement  which  shall  be  subject  to the  terms  and
conditions  prescribed  above and shall be  signed  by the  Optionee  and by the
President  or any  Vice  President  of the  Company,  for and in the name and on
behalf of the Company.  Such Stock  Option  Agreement  shall  contain such other
provisions as the Committee, in its discretion shall be deem advisable.

IN WITNESS WHEREOF, this Plan has been amended and restated effective as of June
28, 2004.


                                     AMAZON BIOTECH, INC.
                                     a Utah Corporation

                                     /s/ Angelo A. Chinnici
                                     -------------------------------------------
                                     Angelo A. Chinnici, Chief Executive Officer


                                       11
<PAGE>

                                  EXHIBIT "A"
                          TO THE AMENDED AND RESTATED
                          2004 STOCK COMPENSATION PLAN
                             STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT ("Option") is entered into effective the ____ day of
__________  2004, by and between  _____________________  ("Optionee") and Amazon
Biotech, Inc., a Utah corporation (the "Company").

      WHEREAS, the Company and Optionee are parties to ___________________, (the
"Agreement")  and,  contemporaneously  with any  execution  of this  option,  in
consideration for and as an inducement for Optionee entering into the Agreement,
the Company has agreed to issue to  Optionee  options to purchase  shares of its
$.001 par value common stock (the "Common Stock")

      NOW,  THEREFORE,  for and in  consideration of the mutual promises herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, Optionee and the Company agree as follows:

1.    THE OPTION

      In  consideration  for Optionee  entering into the Amendment,  the Company
hereby   grants  to  Optionee   the  Option  to  acquire   _____________________
(__________)  shares of its Common  Stock (the "Option  Shares"),  at a purchase
price (each, an "Option Price") as follows:

2.    TERMS AND EXERCISE OF OPTION

A)    Terms of Option. Subject to the terms of this Option,  Optionee shall have
      the right to  exercise  the  Option  in whole or in part,  until the fifth
      (5th) anniversary of Optionee's execution hereof.

B)    Exercise of the Option.  The Option may be exercised  either in full or in
      part and from time to time by Optionee upon written  notice to the Company
      setting out the number of Option  Shares to be  purchased  accompanied  by
      payment  of the  applicable  portion of the Option  Price,  utilizing  the
      Notice of Exercise substantially in the form attached hereto as Schedule 1
      (the "Notice of Exercise")

C)    Issuance of Option Shares.  Upon receipt of notice of exercise and payment
      of the Option Price, the Company shall  immediately  cause the delivery of
      the Option  Shares so purchased  to Optionee,  or in such name or names as
      Optionee may designate. In the event the Option is exercised in respect of
      less than all of the Option  Shares  purchasable  on such  exercise at any
      time prior to the date of expiration  hereof,  the remaining Option Shares
      shall  continue to be subject to  adjustment  as set forth in  paragraph 3
      hereof.

                                       12
<PAGE>

3.    ADJUSTMENT OF OPTION SHARES

The number of Option Shares purchasable pursuant to this Option shall be subject
to  adjustment  from time to time  upon the  happening  of  certain  events,  as
follows:

A)    Adjustment  for  Recapitalization.  In the  event  the  Company  shall (a)
      subdivide its outstanding  shares of Common Stock, or (b) issue or convert
      by a reclassification  or  recapitalization  of its shares of Common Stock
      into,  for, with other  securities (a  "Recapitalization"),  the number of
      Option   Shares   purchasable   hereunder   immediately   following   such
      Recapitalization  shall be adjusted so that Optionee  shall be entitled to
      receive the kind and number of Option  Shares or other  securities  of the
      Company  Measured as a percentage  of the current  issued and  outstanding
      shares of Company's  Common  Stock as of the date  hereof,  which it would
      have been entitled to receive has such Option been  exercised  immediately
      prior to the  happening  of such  event or any  record  date with  respect
      thereto;  provided however that,  notwithstanding anything in this Plan to
      the  contrary,  the number of Plan Shares  shall be affected or altered in
      any way by reason of a reverse  split of the Company's  Common Stock,  and
      that any  adjustment  to the Option  Price shall not exceed  _________  in
      event of a reverse split of the Company's Common Stock.

B)    Preservation of Purchase Rights Under Consolidation.  Subject to paragraph
      3.A. above, in case of any  Recapitalization or any other consolidation of
      the Company with or merger of the Company into another corporation,  or in
      case of any sale or conveyance top another  corporation of the property of
      the Company as an entity or substantially as an entity,  the Company shall
      prior to closing of such  transaction,  cause such successor or purchasing
      corporation,  as the case may be, to acknowledge and accept responsibility
      for the Company's  obligations  hereunder and to grant  Optionee the right
      thereafter  upon  payment of the  Option  Price to  purchase  the kind and
      amount of shares and other  securities  and  property  which he would have
      owned or have  been  entitled  to  receive  after  the  happening  of such
      consolidation,   merger,  sale  or  conveyance.  The  provisions  of  this
      paragraph  shall similarly  apply to successive  consolidations,  mergers,
      sales or conveyances.

C)    Notice of  Adjustment.  Whenever the number of Option  Shares  purchasable
      hereunder is adjusted, as herein provided, the Company shall mail by first
      class mail,  postage  prepaid,  to Optionee notice such  adjustments,  and
      shall  deliver to Optionee  setting  forth the  adjustment,  including the
      computation by which such adjustment was made.

                                       13
<PAGE>

4.    ASSIGNMENT

The rights  represented  by this Option may only be assigned or  transferred  by
Optionee to an affiliate or  retirement  plan,  or to a trust if affected as the
result of estate planning.  For the purpose of this Option, the term "affiliate"
shall  be  defined  as a  family  member  or an  enterprise  that  directly,  or
indirectly through one or more intermediaries, controls, or controlled by, or is
under common control of Optionee;  otherwise,  this Option and rights  hereunder
shall not be assigned by either party hereto.

5.    COUNTERPARTS

This Option may be executed simultaneously in two or more counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument. A facsimile, telecopy or other reproduction of this
instrument  may be executed by one or more parties hereto and such executed copy
may be delivered by facsimile or similar instantaneous  electronic  transmission
device  pursuant  to which the  signature  of or on behalf of such  party can be
seen,  and such execution and delivery  shall be considered  valid,  binding and
effective  for all  purposes.  At the request of any party  hereto,  all parties
agree to  execute  an  original  of this  instrument  as well as any  facsimile,
telecopy or other reproduction hereof.

6.    FURTHER DOCUMENTATION

Each party hereto agrees to execute such  additional  instruments  and take such
action  as may be  reasonably  requested  by  the  other  party  to  affect  the
transaction, or otherwise to carry out the intent and purposes of this Option.

7.    NOTICES

All notices and other communications  hereunder shall be in writing and shall be
sent by prepaid first class mail to the parties at the following  addresses,  as
amended by the parties with written notice to

To Optionee:      _______________________

                  _______________________

                  _______________________
                  Telephone: (___)____________
                  Facsimile: (___)____________

To the Company:   Amazon Biotech, Inc.

                  _______________________

                  _______________________
                  Telephone: (___)____________
                  Facsimile: (___)____________

                                       14
<PAGE>

8.    GOVERNING LAW

This  Option  was  negotiated,  and  shall  be  governed  by the  laws  of  Utah
notwithstanding any conflict-of-law provision to the contrary.

9.    ENTIRE OPTION

This Option set forth the entire understanding between the parties hereto and no
other prior  written or oral  statement or  agreement  shall be  reorganized  or
enforced.

10.   SEVERABILITY

If a court of component jurisdiction  determines that any clause or provision of
this  Option  is  invalid,  illegal  or  unenforceable,  the other  clauses  and
provisions  of the Option  shall  remain in full force and effect and the clause
and provisions which are determined to be void,  illegal or unenforceable  shall
be limited,  so that they shall  remain in effect to the extent  permissible  by
law.

11.   HEADINGS

The Section and subsection  headings in this Option are inserted for convenience
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Option.

IN WITNESS WHEREOF, the parties have executed this Option the day and year first
written above.


                                    "Optionee"




                                    --------------------------------------------



                                    The "Company"

                                    Amazon Biotech, Inc.
                                    a Utah Corporation


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                       15
<PAGE>

                                   Exhibit A
                         To the Stock Option Agreement

                               NOTICE OF EXERCISE



To:   Amazon Biotech, Inc.


      (1) The undersigned  hereby elects to purchase shares of Common Stock (the
"Exercised  Shares")  of  Amazon  Biotech,  Inc.  pursuant  to the  terms of the
attached  Amended and Restated 2004 Stock  Compensation  Plan (the "2004 Plan"),
and tenders  herewith  payments of the exercise  price for the Exercise  Shares,
together with all applicable transfer taxes, if any.

      (2) Please issue a certificate or certificates  representing the Exercised
Shares in the name the undersigned or in such other name as is specified below:





            -------------------------------------------
            (Name)


            -------------------------------------------
            (Address)

            -------------------------------------------

Dated:



                                          --------------------------------------
                                          Signature

                                       16
<PAGE>

   Optionee: _____________________      Date of Grant: _________________________


                                   Exhibit B
                         To the Stock Option Agreement

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                                                REMAINING      INITIALS
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                                       17